DEF 14A 1 c02153jdef14a.txt DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)). [X] Definitive Proxy Statement. [ ] Definitive Additional Materials. [ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12 NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK) -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------------------------- 4) Date Filed: -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois MARCH 29, 2006 60606 (800) 257-8787 FEBRUARY 13, 2006 NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN) NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK) NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN) NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY) NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP) NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN) NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN) NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO) NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF) NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK) NUVEEN REAL ESTATE INCOME FUND (JRS) NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC) NUVEEN QUALITY PREFERRED INCOME FUND (JTP) NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS) NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP) NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA) TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen New York Dividend Advantage Municipal Fund, Nuveen New York Dividend Advantage Municipal Fund 2, Nuveen Insured New York Dividend Advantage Municipal Fund, Nuveen Insured New York Tax-Free Advantage Municipal Fund, Nuveen Real Estate Income Fund ("Real Estate"), Nuveen Diversified Dividend and Income Fund ("Diversified Dividend"), Nuveen Preferred and Convertible Income Fund ("Preferred Convertible"), Nuveen Preferred and Convertible Income Fund 2 ("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3") and Nuveen Tax-Advantaged Total Return Strategy Fund ("Tax-Advantaged"), each a Massachusetts business trust, and Nuveen New York Investment Quality Municipal Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New York Value"), Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc. and Nuveen Insured New York Premium Income Municipal Fund, Inc., each a Minnesota corporation (individually, a "Fund" and collectively, the "Funds"), will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, March 29, 2006, at 9:30 a.m., Chicago time (for each Fund, an "Annual Meeting"), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting. MATTERS TO BE VOTED ON BY SHAREHOLDERS: 1. To elect Members to the Board of Directors/Trustees (each a "Board" and each Director or Trustee a "Board Member") of each Fund as outlined below: a. For each Fund, except New York Value, Real Estate and Diversified Dividend to elect nine (9) Board Members to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified. i) seven (7) Board Members to be elected by the holders of Common Shares and Fund Preferred shares for Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged; and Municipal Auction Rate Cumulative Preferred Shares for each other Fund (collectively, "Preferred Shares"), voting together as a single class; and ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class. b. For Real Estate and Diversified Dividend, to elect eight (8) Board Members to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified. i) six (6) Board Members to be elected by the holders of Common Shares and Preferred shares, voting together as a single class; and ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class. c. For New York Value, to elect four (4) Board Members for a three year term or until their successors shall have been duly elected and qualified. 2. To transact such other business as may properly come before the Annual Meeting. Shareholders of record at the close of business on January 30, 2006 are entitled to notice of and to vote at the Annual Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Jessica R. Droeger Vice President and Secretary JOINT PROXY STATEMENT 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 FEBRUARY 13, 2006 NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN) NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK) NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN) NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY) NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP) NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN) NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN) NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO) NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF) NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK) NUVEEN REAL ESTATE INCOME FUND (JRS) NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC) NUVEEN QUALITY PREFERRED INCOME FUND (JTP) NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS) NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP) NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA) GENERAL INFORMATION This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Directors or Trustees (each a "Board" and collectively, the "Boards," and each Director or Trustee a "Board Member" and collectively, the "Board Members") of each of Nuveen New York Dividend Advantage Municipal Fund ("New York Dividend"), Nuveen New York Dividend Advantage Municipal Fund 2 ("New York Dividend 2"), Nuveen Insured New York Dividend Advantage Municipal Fund ("Insured New York Dividend"), Nuveen Insured New York Tax-Free Advantage Municipal Fund ("Insured New York Tax-Free"), Nuveen Real Estate Income Fund ("Real Estate"), Nuveen Diversified Dividend and Income Fund ("Diversified Dividend"), Nuveen Preferred and Convertible Income Fund ("Preferred Convertible"), Nuveen Preferred and Convertible Income Fund 2 ("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3") and Nuveen Tax-Advantaged Total Return Strategy Fund ("Tax-Advantaged"), each a Massachusetts business trust (collectively, the "Massachusetts Business Trusts"), and Nuveen New York Investment Quality Municipal Fund, Inc. ("New York Investment Quality"), Nuveen New York Municipal Value Fund, Inc. ("New York Value"), Nuveen New York Performance Plus Municipal Fund, Inc. ("New York Performance Plus"), Nuveen New York Quality Income Municipal Fund, Inc. ("New York Quality"), Nuveen New York Select Quality Municipal Fund, Inc. ("New York Select") and Nuveen Insured New York Premium Income Municipal Fund, Inc. ("Insured New 1 York Premium") (New York Dividend, New York Dividend 2, New York Investment Quality, New York Value, New York Performance Plus, New York Quality, New York Select, Insured New York Dividend, Insured New York Premium and Insured New York Tax-Free are collectively the "New York Funds"), each a Minnesota corporation (collectively, the "Minnesota Corporations") (the Massachusetts Business Trusts and Minnesota Corporations are each a "Fund" and collectively, the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders to be held in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, March 29, 2006, at 9:30 a.m., Chicago time (for each Fund, an "Annual Meeting" and collectively, the "Annual Meetings"), and at any and all adjournments thereof. On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders on or about February 13, 2006. The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders. The following table indicates which shareholders are solicited with respect to each matter:

---------------------------------------------------------------------------------------- MATTER COMMON SHARES PREFERRED SHARES(1) ---------------------------------------------------------------------------------------- 1a(i). Election of seven (7) Board Members by X X all shareholders (except New York Value, Real Estate and Diversified Dividend) ---------------------------------------------------------------------------------------- a(ii). Election of two (2) Board Members by X Preferred Shares only (except New York Value, Real Estate and Diversified Dividend) ---------------------------------------------------------------------------------------- b(i). Election of six (6) Board Members for X X Real Estate and Diversified Dividend by all shareholders ---------------------------------------------------------------------------------------- b(ii). Election of two (2) Board Members for X Real Estate and Diversified Dividend by Preferred Shares only ---------------------------------------------------------------------------------------- c. Election of four (4) Board Members for X N/A New York Value by all shareholders ----------------------------------------------------------------------------------------

(1) FundPreferred shares for Real Estate, Diversified Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged; and Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred") for each other Fund are referred to as "Preferred Shares." A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of Preferred Shares of each Fund (except New York Value), 33 1/3% of the Preferred Shares entitled to vote and represented in 2 person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members. Preferred Shares held in "street name" as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New York Stock Exchange, be voted by the broker on the proposal in the same proportion as the votes cast by all Preferred shareholders as a class who have voted on the proposal or in the same proportion as the votes cast by all Preferred shareholders of the Fund who have voted on that item. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares with respect to such item and (ii) less than 10% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares against such item. For the purpose of meeting the 30% test, abstentions will be treated as shares "voted" and, for the purpose of meeting the 10% test, abstentions will not be treated as shares "voted" against the item. 3 Those persons who were shareholders of record at the close of business on January 30, 2006 will be entitled to one vote for each share held. As of January 30, 2006, the shares of the Funds were issued and outstanding as follows:

----------------------------------------------------------------------------------------- FUND TICKER SYMBOL(1) COMMON SHARES PREFERRED SHARES ----------------------------------------------------------------------------------------- New York Dividend NAN 9,220,893 2,760 Series F ----------------------------------------------------------------------------------------- New York Dividend 2 NXK 6,466,648 1,880 Series W ----------------------------------------------------------------------------------------- New York Investment NQN 17,720,933 960 Series M Quality 2,400 Series T 2,400 Series F ----------------------------------------------------------------------------------------- New York Value NNY 15,120,364 N/A ----------------------------------------------------------------------------------------- New York Performance NNP 14,985,418 1,600 Series M Plus 800 Series T 2,000 Series W 572 Series F ----------------------------------------------------------------------------------------- New York Quality NUN 24,083,739 2,200 Series M 2,200 Series W 2,400 Series TH 1,080 Series F ----------------------------------------------------------------------------------------- New York Select NVN 23,435,202 1,720 Series T 2,400 Series W 3,600 Series TH ----------------------------------------------------------------------------------------- Insured New York NKO 7,957,934 2,440 Series TH Dividend ----------------------------------------------------------------------------------------- Insured New York NNF 8,329,215 1,320 Series M Premium 1,280 Series T ----------------------------------------------------------------------------------------- Insured New York NRK 3,512,848 1,080 Series TH Tax-Free ----------------------------------------------------------------------------------------- Real Estate JRS 28,136,413 1,720 Series M 1,720 Series T 1,720 Series W 1,720 Series F ----------------------------------------------------------------------------------------- Diversified Dividend JDD 20,145,123 2,400 Series T 2,400 Series W ----------------------------------------------------------------------------------------- Preferred Convertible JPC 100,123,177 4,720 Series M 4,720 Series T 4,720 Series W 4,720 Series TH 4,720 Series F 4,720 Series F2 ----------------------------------------------------------------------------------------- Preferred Convertible JQC 141,007,000 3,860 Series M 2 3,860 Series M2 3,860 Series T 3,860 Series T2 3,860 Series W 3,860 Series W2 3,860 Series TH 3,860 Series TH2 3,860 Series F 3,860 Series F2 -----------------------------------------------------------------------------------------

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----------------------------------------------------------------------------------------- FUND TICKER SYMBOL(1) COMMON SHARES PREFERRED SHARES ----------------------------------------------------------------------------------------- Quality Preferred JTP 64,462,104 3,520 Series M 3,520 Series T 3,520 Series W 3,520 Series TH 3,520 Series F ----------------------------------------------------------------------------------------- Quality Preferred 2 JPS 119,541,842 4,800 Series M 4,800 Series T 4,000 Series T2 4,800 Series W 4,800 Series TH 4,000 Series TH2 4,800 Series F ----------------------------------------------------------------------------------------- Quality Preferred 3 JHP 23,642,721 3,320 Series M 3,320 Series TH ----------------------------------------------------------------------------------------- Tax-Advantaged JTA 13,855,240 1,800 Series W 312 Series F -----------------------------------------------------------------------------------------

(1) The common shares of all of the Funds are listed on the New York Stock Exchange, except NXK, NKO, NRK and JRS, which are listed on the American Stock Exchange. ELECTION OF BOARD MEMBERS GENERAL At each Fund's Annual Meeting, Board Members are to be elected to serve until the next Annual Meeting or until their successors shall have been duly elected and qualified. Under the terms of each Fund's organizational documents (except New York Value), under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of New York Value, the Board is divided into three classes, with each class being elected to serve a term of three years. For New York Value, four (4) Board Members are nominated to be elected at this meeting to serve for multiple year terms. A. FOR EACH FUND EXCEPT NEW YORK VALUE, REAL ESTATE AND DIVERSIFIED DIVIDEND: (i) seven (7) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Bremner, Brown, Evans, Hunter, Kundert, Stockdale and Sunshine are nominees for election by all shareholders. (ii) holders of Preferred Shares, each series voting together as a single class, are entitled to elect two (2) of the Board Members. Board Members Schneider and Schwertfeger are nominees for election by holders of Preferred Shares. B. FOR REAL ESTATE AND DIVERSIFIED DIVIDEND: (i) six (6) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Bremner, Brown, Evans, Hunter, Stockdale and Sunshine are nominees for election by all shareholders. 5 (ii) holders of Preferred Shares, each series voting together as a single class, are entitled to elect two (2) of the Board Members. Board Members Schneider and Schwertfeger are nominees for election by holders of Preferred Shares. C. FOR NEW YORK VALUE: The Board of New York Value has designated Board Members Bremner, Evans, Schneider and Stockdale as Class III Board Members, and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2009, and until their successors have been duly elected and qualified. The remaining Board Members Brown, Schwertfeger, Hunter, Kundert and Sunshine are current and continuing Board Members. The Board of New York Value has designated Board Members Brown and Schwertfeger as continuing Class I Board Members for terms expiring in 2007 and has designated Board Members Hunter, Kundert and Sunshine as continuing Class II Board Members for terms expiring in 2008. It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Fund's present Board. Except for New York Value, all Board Member nominees were last elected to each Fund's Board at the annual meeting of shareholders held on March 22, 2005. Board Members Bremner, Evans, Schneider and Stockdale were last elected as Class III members of the Board of New York Value at the annual meeting of shareholders held on December 17, 2003. Board Members Brown and Schwertfeger were last elected as Class I Board Members and Board Members Hunter, Kundert and Sunshine were last elected as Class II Board Members of the Board of New York Value at the annual meeting of shareholders held on March 22, 2005. Other than Mr. Schwertfeger, all Board Member nominees are not "interested persons," as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of the Funds or Nuveen Asset Management (the "Adviser") and have never been an employee or director of Nuveen Investments, Inc. ("Nuveen"), the Adviser's parent company, or any affiliate. Accordingly, such Board Members are deemed "Independent Board Members." 6 THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. BOARD NOMINEES/BOARD MEMBERS

NUMBER OF OTHER PORTFOLIOS IN DIRECTORSHIPS POSITION(S) TERM OF OFFICE FUND COMPLEX HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY BOARD AND BIRTH DATE FUND TIME SERVED(1) DURING PAST 5 YEARS BOARD MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ Nominees who are not interested persons of the Fund Robert P. Bremner Board Term: Annual Private Investor and 156 N/A c/o Nuveen Member; Length of Management Consultant Investments, Inc. Lead Service: Since 333 West Wacker Drive Independent 1996; Lead Chicago, IL 60606 Director Independent (8/22/40) Director Since 2005 Lawrence H. Brown Board Term: Annual Retired (1989) as Senior 156 See Principal c/o Nuveen Member Length of Vice President of The Occupation Investments, Inc. Service: Since Northern Trust Company; Description 333 West Wacker Drive 1993 Director, Community Chicago, IL 60606 Advisory Board for (7/29/34) Highland Park and Highwood, United Way of the North Shore (since 2002) Jack B. Evans Board Term: Annual President, The 156 See Principal c/o Nuveen Member Length of Hall-Perrine Foundation, Occupation Investments, Inc. Service: Since a private philanthropic Description 333 West Wacker Drive 1999 corporation (since 1996); Chicago, IL 60606 Director and Vice (10/22/48) Chairman, United Fire Group, a publicly held company; Adjunct Faculty Member, University of Iowa; Director, Gazette Companies; Life Trustee of Coe College and Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm William C. Hunter Board Term: Annual Dean and Distinguished 156 See Principal c/o Nuveen Member Length of Professor of Finance, Occupation Investments, Inc. Service: Since School of Business at the Description 333 West Wacker Drive 2004 University of Chicago, IL 60606 Connecticut; formerly, (3/6/48) Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995 -- 2003); Director, Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation, a publicly held company; Director, SS&C Technologies, Inc. (May 2005-October 2005)

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NUMBER OF OTHER PORTFOLIOS IN DIRECTORSHIPS POSITION(S) TERM OF OFFICE FUND COMPLEX HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY BOARD AND BIRTH DATE FUND TIME SERVED(1) DURING PAST 5 YEARS BOARD MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ David J. Kundert Board Term: Annual Retired (2004) as 154 See Principal c/o Nuveen Member Length of Chairman, JPMorgan Occupation Investments, Inc. Service: Since Fleming Asset Management, Description 333 West Wacker Drive 2005 President and CEO, Banc Chicago, IL 60606 One Investment Advisors (10/28/42) Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens William J. Schneider Board Term: Annual Chairman, 156 See Principal c/o Nuveen Member Length of Miller-Valentine Partners Occupation Investments, Inc. Service: Since Ltd., a real estate Description 333 West Wacker Drive 1996 investment company; Chicago, IL 60606 formerly, Senior Partner (9/24/44) and Chief Operating Officer of the Miller- Valentine Group, a real estate company; formerly, Vice President, Miller-Valentine Realty; Director, Chair of the Finance Committee and Member of the Audit Committee of Premier Health Partners, the not-for-profit parent company of Miami Valley Hospital; Vice President of the Dayton Philharmonic Orchestra Association; Board Member, Regional Leaders Forum which promotes cooperation on economic development issues; formerly, Director, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank Judith M. Stockdale Board Term: Annual Executive Director, 156 N/A c/o Nuveen Member Length of Gaylord and Dorothy Investments, Inc. Service: Since Donnelley Foundation 333 West Wacker Drive 1997 (since 1994); prior Chicago, IL 60606 thereto, Executive (12/29/47) Director, Great Lakes Protection Fund (from 1990 to 1994)

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NUMBER OF OTHER PORTFOLIOS IN DIRECTORSHIPS POSITION(S) TERM OF OFFICE FUND COMPLEX HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY BOARD AND BIRTH DATE FUND TIME SERVED(1) DURING PAST 5 YEARS BOARD MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ Eugene S. Sunshine Board Term: Annual Senior Vice President for 156 See Principal c/o Nuveen Member Length of Business and Finance Occupation Investments, Inc. Service: Since (since 1997), Description 333 West Wacker Drive 2005 Northwestern University; Chicago, IL 60606 Director (since 2003), (1/22/50) Chicago Board Options Exchange; Director (since 2003), National Mentor Holdings, a privately- held, national provider of home and community-based services; Chairman (since 1997), Board of Directors, Rubicon, an insurance company owned by Northwestern University; Director (since 1997), Evanston Chamber of Commerce and Evanston Inventure, a business development organization

Nominee who is an interested person of the Funds Timothy R. Chairman of Term: Annual Chairman and Director 156 See Principal Schwertfeger(2) the Board Length of (since 1996) of Nuveen Occupation 333 West Wacker Drive and Board Service: Investments, Inc. and Description Chicago, IL 60606 Member Since 1996 Nuveen Investments, LLC; (3/28/49) Chairman and Director (since 1997) of Nuveen Asset Management; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers, Inc. (since 2002); Director (from 1992 to 2004) and Chairman (from 1996 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3) ---------------------------------------------------------------------------------------------------------

(1) Length of Service indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex. (2) "Interested person" as defined in the 1940 Act, by reason of being an officer and director of each Fund's adviser. (3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged into Nuveen Asset Management, effective January 1, 2005 9 BENEFICIAL OWNERSHIP The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of December 31, 2005.

DOLLAR RANGE OF EQUITY SECURITIES --------------------------------------------------------------------------------------------------------- NEW YORK NEW YORK NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY --------------------------------------------------------------------------------------------------------- Robert P. Bremner............. $0 $0 $0 $0 $0 $0 Lawrence H. Brown............. 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0 ---------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES --------------------------------------------------------------------------------------------------------- INSURED INSURED INSURED NEW YORK NEW YORK NEW YORK NEW YORK DIVERSIFIED BOARD MEMBER NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE DIVIDEND --------------------------------------------------------------------------------------------------------- Robert P. Bremner............. $0 $0 $0 $0 $0 $0 Lawrence H. Brown............. 0 0 0 0 10,001- 0 50,000 Jack B. Evans................. 0 0 0 0 10,001- 0 50,000 William C. Hunter............. 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 50,001- 100,000 Timothy R. Schwertfeger....... 0 0 0 0 Over 0 100,000 Judith M. Stockdale........... 0 0 0 0 0 50,001- 100,000 Eugene S. Sunshine............ 0 0 0 0 0 Over 100,000 ---------------------------------------------------------------------------------------------------------

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DOLLAR RANGE OF EQUITY SECURITIES ------------------------------------------------------------------------------------------------------------------------------------ AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY BOARD MEMBER NOMINEES IN FAMILY OF PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX- INVESTMENT BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED COMPANIES(1) ------------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner............. $0 $0 $0 $0 $0 Over Over $100,000 $100,000 Lawrence H. Brown............. 10,001- 0 10,001- 10,001- 10,001- 0 Over 50,000 50,000 50,000 50,000 100,000 Jack B. Evans................. 50,001- 0 0 50,001- 0 0 Over 100,000 100,000 100,000 William C. Hunter............. 0 0 0 0 0 Over Over 100,000 100,000 David J. Kundert.............. 0 0 0 0 0 0 50,001- 100,000 William J. Schneider.......... 10,001- 0 0 0 50,001- 0 Over 50,000 100,000 100,000 Timothy R. Schwertfeger....... 10,001- 0 0 Over 0 Over Over 50,000 100,000 100,000 100,000 Judith M. Stockdale........... 0 10,001- 0 0 0 0 Over 50,000 100,000 Eugene S. Sunshine............ Over 0 10,001- 50,001- 0 Over Over 100,000 50,00 100,000 100,000 100,000 ------------------------------------------------------------------------------------------------------------------------------------

(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. The following table sets forth, for each Board Member and for the Board Members and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2005. The information as to beneficial ownership is based on statements furnished by each trustee/director and officer.

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) --------------------------------------------------------------------------------------------------------- NEW YORK NEW YORK NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY --------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 0 0 0 0 0 0 ---------------------------------------------------------------------------------------------------------

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FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) -------------------------------------------------------------------------------------------------------------------- NEW YORK INSURED NEW INSURED NEW INSURED NEW DIVERSIFIED BOARD MEMBER NOMINEES SELECT YORK DIVIDEND YORK PREMIUM YORK TAX-FREE REAL ESTATE DIVIDEND -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 1,000 0 Jack B. Evans................. 0 0 0 0 1,100 0 William C. Hunter............. 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 650 Timothy R. Schwertfeger....... 0 0 0 0 25,000 0 Judith M. Stockdale........... 0 0 0 0 0 1,212 Eugene S. Sunshine............ 0 0 0 0 0 3,850(2) ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 0 0 0 0 27,524 7,082 --------------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ---------------------------------------------------------------------------------------------------------------- PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX- BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED ---------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 0 12,500 Lawrence H. Brown............. 1,000 0 1,000 1,000 1,000 0 Jack B. Evans................. 2,000 0 0 4,400 0 0 William C. Hunter............. 0 0 0 0 0 3,675 Daniel J. Kundert............. 0 0 0 0 0 0 William J. Schneider.......... 1,000 0 0 0 7,500 0 Timothy R. Schwertfeger....... 250 0 0 50,000 0 83,073 Judith M. Stockdale........... 0 235 0 0 0 0 Eugene S. Sunshine............ 4,050(2) 0 4,000(2) 4,000(2) 0 3,675 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 10,300 2,235 5,103 59,400 8,500 103,223 ----------------------------------------------------------------------------------------------------------------

(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described below. (2) These shares are held in a trust for which Mr. Sunshine serves as trustee. Mr. Sunshine disclaims ownership of these shares. On December 31, 2005, Board Members and executive officers as a group beneficially owned 1,338,613 shares of all funds managed by Adviser (includes deferred units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual beneficial shareholdings of each Fund constitute less than 1% of the outstanding shares of each Fund. As of December 31, 2005, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of January 30, 2006 no shareholder beneficially owned more than 5% of any class of shares of any Fund. COMPENSATION Prior to January 1, 2006, for all Nuveen funds, Independent Board Members received an $85,000 annual retainer plus (a) a fee of $2,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per day for 12 attendance in person where such in-person attendance is required and $500 per day for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,000 per day for attendance in person at an audit committee or compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $750 per day for audit committee attendance by telephone or in person where in-person attendance is not required and $500 per day for compliance, risk management and regulatory oversight committee attendance by telephone or in person where in-person attendance is not required; (d) a fee of $500 per day for attendance in person or by telephone for a meeting of the dividend committee; and (e) a fee of $500 per day for attendance in person at all other committee meetings (including ad hoc committee meetings and shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per day for attendance by telephone or in person at such meetings where in-person attendance is not required, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the chairperson of each committee of the Board (except the dividend committee and executive committee) received $5,000 as an addition to the annual retainer paid to such individuals. When ad hoc committees were organized, the Board may have provided for additional compensation to be paid to the members of such committees. The annual retainer, fees and expenses were allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management could have, in its discretion, established a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser served without any compensation from the Funds. Effective January 1, 2006, for all Nuveen funds, Independent Board Members receive a $90,000 annual retainer plus (a) a fee of $2,500 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person where such in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in person at a compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director receives $20,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,000 per day for site visits on days on which no regularly scheduled board meeting is held to entities that provide services to the Nuveen funds. When ad hoc 13 committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser serves without any compensation from the Funds. The boards of certain Nuveen funds (the "Participating Funds") established a Deferred Compensation Plan for Independent Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected to defer at least a portion of his or her fees. The Funds that are Participating Funds under the Deferred Compensation Plan are New York Investment Quality, New York Performance Plus, New York Quality, New York Select, Real Estate, Diversified Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged. The table below shows, for each Independent Board Member, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the Nuveen open-end and closed-end funds managed by the Adviser for the calendar year ended 2005. Mr. Schwertfeger, a Board Member who is an interested person of the Funds, does not receive any compensation from the Funds or any Nuveen funds. 14

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2) ---------------------------------------------------------------------------------------------------------- NEW YORK NEW YORK NEW YORK NEW YORK INVESTMENT NEW YORK PERFORMANCE NEW YORK BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 QUALITY VALUE PLUS QUALITY ---------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 435 299 885 307 763 1,188 Lawrence H. Brown............. 427 294 855 302 738 1,149 Jack B. Evans................. 445 306 912 315 787 1,225 William C. Hunter............. 352 242 768 248 663 1,031 David J. Kundert.............. 146 101 313 104 272 422 William J. Schneider.......... 435 299 888 307 767 1,193 Judith M. Stockdale........... 353 243 733 250 633 985 Eugene S. Sunshine............ 177 122 380 125 330 513 ----------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2) --------------------------------------------------------------------------------------------------------- INSURED INSURED INSURED NEW YORK NEW YORK NEW YORK NEW YORK DIVERSIFIED BOARD MEMBER NOMINEES SELECT DIVIDEND PREMIUM TAX-FREE REAL ESTATE DIVIDEND --------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 1,169 376 401 160 1,548 898 Lawrence H. Brown............. 1,131 369 394 158 1,537 891 Jack B. Evans................. 1,206 385 411 164 1,592 924 William C. Hunter............. 1,015 304 324 130 1,482 860 David J. Kundert.............. 416 127 134 54 1,027 595 William J. Schneider.......... 1,175 376 401 160 1,627 944 Judith M. Stockdale........... 970 305 326 130 1,462 848 Eugene S. Sunshine............ 505 153 163 66 1,085 629 ---------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2) ------------------------------------------------------------------------------------- PREFERRED PREFERRED QUALITY QUALITY BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 ------------------------------------------------------------------------------------- Robert P. Bremner............. 4,409 6,104 2,788 5,323 Lawrence H. Brown............. 4,262 5,902 2,697 5,149 Jack B. Evans................. 4,535 6,278 2,867 5,476 William C. Hunter............. 4,238 5,866 2,679 5,116 David J. Kundert.............. 2,820 3,906 1,792 3,420 William J. Schneider.......... 4,629 6,409 2,927 5,590 Judith M. Stockdale........... 4,176 5,781 2,640 5,042 Eugene S. Sunshine............ 2,979 4,127 1,893 3,613 -------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2) ------------------------------------------------------------------------ TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO QUALITY TAX- BOARD BOARD MEMBER NOMINEES PREFERRED 3 ADVANTAGED MEMBERS ------------------------------------------------------------------------ Robert P. Bremner............. 1,041 676 133,125 Lawrence H. Brown............. 1,007 671 134,625 Jack B. Evans................. 1,071 696 138,625 William C. Hunter............. 1,001 648 119,625 David J. Kundert.............. 669 448 82,935 William J. Schneider.......... 1,094 711 136,125 Judith M. Stockdale........... 986 639 119,725 Eugene S. Sunshine............ 707 474 88,435 ------------------------------------------------------------------------

(1) Aggregate compensation numbers are based on compensation schedule in effect prior to January 1, 2006. (2) Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible 15 Nuveen funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds) payable are:

DEFERRED FEES ----------------------------------------------------------------------------------------------------------- NEW YORK NEW YORK PERFORMANCE NEW YORK NEW YORK DIVERSIFIED BOARD MEMBER NOMINEES INVESTMENT PLUS QUALITY SELECT REAL ESTATE DIVIDEND ----------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 144 124 193 190 245 142 Lawrence H. Brown............. -- -- -- -- -- -- Jack B. Evans................. 243 210 327 322 415 241 William C. Hunter............. 768 663 1,031 1,015 1,482 860 David J. Kundert.............. 313 272 422 416 1,027 595 William J. Schneider.......... 888 767 1,193 1,175 1,627 944 Judith M. Stockdale........... 334 289 449 442 748 434 Eugene S. Sunshine............ 352 306 475 467 882 512 -----------------------------------------------------------------------------------------------------------

DEFERRED FEES ----------------------------------------------------------------------------------------------------------------- PREFERRED PREFERRED QUALITY QUALITY QUALITY TAX- BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 ADVANTAGED ----------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 699 967 442 844 165 107 Lawrence H. Brown............. -- -- -- -- -- -- Jack B. Evans................. 1,184 1,639 748 1,429 280 181 William C. Hunter............. 4,238 5,866 2,679 5,116 1,001 648 David J. Kundert.............. 2,820 3,906 1,792 3,420 669 448 William J. Schneider.......... 4,629 6,409 2,927 5,590 1,094 711 Judith M. Stockdale........... 2,112 2,925 1,338 2,554 500 327 Eugene S. Sunshine............ 2,432 3,369 1,546 2,950 577 386 -----------------------------------------------------------------------------------------------------------------

Nuveen maintains a charitable matching contributions program to encourage the active support and involvement of individuals in the civic activities of their community. The Independent Board Members of the funds managed by the Adviser are eligible to participate in the charitable contributions program of Nuveen. Under the matching contributions program, Nuveen will match the personal contributions of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any calendar year. COMMITTEES The Board of each Fund has five standing committees: the executive committee, the audit committee, the nominating and governance committee, the dividend committee and the compliance, risk management and regulatory oversight committee. Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve as members of the executive committee of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive 16 committee) and (ii) matters of an administrative or ministerial nature. The executive committee of each Fund held no meetings during its last fiscal year. Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current members of the dividend committee of each Fund. The dividend committee is authorized to declare distributions on the Fund's shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The dividend committee of each Fund held five meetings during its last fiscal year. Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider, Chair, and Judith M. Stockdale are current members of the compliance, risk management and regulatory oversight committee of each Fund, except Mr. Kundert is not a member with respect to Real Estate and Diversified Dividend. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. As part of its duties regarding compliance matters, the committee was responsible during 2004 for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The compliance, risk management and regulatory oversight committee of each Fund held four meetings during its last fiscal year. Each Fund's Board has an audit committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), that is composed of Independent Board Members who are also "independent" as that term is defined in the listing standards pertaining to closed-end funds of the New York Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner, Lawerence H. Brown, Jack B. Evans, Chair, William J. Schneider and Eugene S. Sunshine are current members of the audit committee of each fund. The audit committee is responsible for the oversight and monitoring of (1) the accounting and reporting policies, procedures and practices and the audit of the financial statements of the Funds (2) the quality and integrity of the financial statements of the Funds and (3) the independent registered public accounting firms' qualifications, performance and independence. The audit committee reviews the work and any recommendations of the Funds' independent registered public accounting firms. Based on such review, it is authorized to make recommendations to the Board. Since 2005, the audit committee has been responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards have adopted a written Audit Committee Charter that conforms to the listing standards of the New York Stock Exchange and American Stock Exchange. A copy of the Audit Committee Charter is attached to the proxy statement as Appendix A. The audit committee of each Fund held four meetings during its last fiscal year. Each Fund has a nominating and governance committee that is composed entirely of Independent Board Members who are also "independent" as defined by New York Stock Exchange or American Stock Exchange listing standards, as applicable. Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale and Eugene S. Sunshine are current members of the nominating and governance committee of each Fund, except Mr. Kundert is not a member with respect to Real Estate and Diversified Dividend. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Fund's Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of 17 corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the Boards of each Fund, a copy of which is available on the Funds' website at http://www.nuveen.com/etf/products/fundGovernance.aspx. The nominating and governance committee of each Fund held four meetings during its last fiscal year, except the nominating and governance committee of the New York Funds held five meetings. The nominating and governance committee looks to many sources for recommendations of qualified Board members, including current Board Members, employees of the Adviser, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Funds who wish to nominate a candidate to their Fund's Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate's education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an "interested person" (as such term is defined in the 1940 Act) in relation to the Fund and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way. The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate's qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as an Independent Board Member candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates nominees when the nominee is submitted by a shareholder. The nominating and governance committee reserves the right to make the final selection regarding the nomination of any prospective Board member. The Independent Board Members of each Fund have appointed Robert P. Bremner as their Lead Independent Director. The role of the Lead Independent Director is one of coordination and assuring the appropriate, effective and efficient functioning of the Board and the Board processes. Specific responsibilities may include organizing and leading Independent Board 18 Member sessions, facilitating and ensuring an appropriate level of communication among the Independent Board Members, leading the assessment of the Board's effectiveness, and working with the Adviser's staff and outside counsel on board meeting agendas, board material and workshops for trustees to ensure that the priorities of the Independent Board Members are addressed. The Board of each Fund held four regular quarterly meetings and four special meetings during the last fiscal year. During the last fiscal year, each Board Member attended 75% or more of each Fund's Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds' website at www.nuveen.com/etf/products/fundgovernance.aspx. THE OFFICERS The following table sets forth information as of December 31, 2005 with respect to each officer of the Funds other than Mr. Schwertfeger (who is a Board Member and is included in the table relating to nominees for the Board). Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified. 19

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Gifford R. Zimmerman Chief Term: Annual Managing Director 156 333 West Wacker Drive Administrative Length of Service: (since 2002), Assistant Chicago, IL 60606 Officer Since 1988 Secretary and Associate (9/9/56) General Counsel, formerly, Vice President of Nuveen Investments, LLC; Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); previously, Managing Director (from 2002-2004), General Counsel and Assistant Secretary, formerly Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.;(2) Chartered Financial Analyst. Julia L. Antonatos Vice President Term: Annual Managing Director 156 333 West Wacker Drive Length of Service: (since 2005), formerly, Chicago, IL 60606 Since 2004 Vice President (since (9/22/63) 2002), formerly, Assistant Vice President (since 1999) of Nuveen Investments, LLC; Chartered Financial Analyst. Michael T. Atkinson Vice President Term: Annual Vice President (since 156 333 West Wacker Drive and Assistant Length of Service: 2002), formerly, Chicago, IL 60606 Secretary Since 2002 Assistant Vice (2/3/66) President (from 2000) of Nuveen Investments, LLC.

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------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Peter H. D'Arrigo Vice President Term: Annual Vice President of 156 333 West Wacker Drive and Treasurer Length of Service: Nuveen Investments, LLC Chicago, IL 60606 Since 1999 (since 1999); prior (11/28/67) thereto, Assistant Vice President (from 1997); Vice President and Treasurer (since 1999) of Nuveen Investments, Inc.; Vice President and Treasurer of Nuveen Asset Management (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investments Management Company, LLC. (since 2002); Vice President and Treasurer of Nuveen Rittenhouse Asset Management, Inc. (since 2003); Vice President and Treasurer (from 1999 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst. John N. Desmond Vice President Term: Annual Vice President, 156 333 West Wacker Drive Length of Service: Director of Investment Chicago, IL 60606 Since 2005 Operations, Nuveen (8/24/61) Investments, LLC (since 2005); formerly, Director, Business Manager, Deutsche Asset Management (2003-2004); formerly, Director, Business Development and Transformation, Deutsche Trust Bank Japan (2002-2003); formerly, Senior Vice President, Head of Investment Operations and Systems, Scudder Investments Japan, (2000-2002); formerly, Senior Vice President, Head of Plan Administration and Participant Services, Scudder Investments (1995-2002).

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------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Jessica R. Droeger Vice President Term: Annual Vice President (since 156 333 West Wacker Drive and Secretary Length of Service: 2002) and Assistant Chicago, IL 60606 Since 1998 General Counsel (since (9/24/64) 1998) of Nuveen Investments, LLC; Vice President and Assistant Secretary (since 2005) of Nuveen Asset Management; Vice President (from 2002 to 2004) and Assistant Secretary (from 1998 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2) Lorna C. Ferguson Vice President Term: Annual Managing Director 156 333 West Wacker Drive Length of Service: (since 2004), formerly, Chicago, IL 60606 Since 1998 Vice President of (10/24/45) Nuveen Investments, LLC; Managing Director of Nuveen Asset Management; formerly, Managing Director (2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2) William M. Fitzgerald Vice President Term: Annual Managing Director of 156 333 West Wacker Drive Length of Service: Nuveen Asset Management Chicago, IL 60606 Since 1995 (since 2001); Vice (3/2/64) President of Nuveen Investments Advisers Inc. (since 2002); formerly, Managing Director (from 2001 to 2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst. Stephen D. Foy Vice President Term: Annual Vice President (since 156 333 West Wacker Drive and Controller Length of Service: 1993) and Funds Chicago, IL 60606 Since 1993 Controller (since 1998) (5/31/54) of Nuveen Investments, LLC; Vice President (since 1998) and formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant.

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------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- James D. Grassi Vice President Term: Annual Vice President and 156 333 West Wacker Drive and Chief Length of Service: Deputy Director of Chicago, IL 60606 Compliance Since 2004 Compliance (since 2004) (4/13/56) Officer of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Asset Management and Rittenhouse Asset Management, Inc.; formerly, Vice President and Deputy Director of Compliance (2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); formerly, Senior Attorney (1994 to 2004), The Northern Trust Company. David J. Lamb Vice President Term: Annual Vice President of 156 333 West Wacker Drive Length of Service: Nuveen Investments, LLC Chicago, IL 60606 Since 2000 (since 2000); prior (3/22/63) thereto, Assistant Vice President (from 1999); Certified Public Accountant. Tina M. Lazar Vice President Term: Annual Vice President of 156 333 West Wacker Drive Length of Service: Nuveen Investments, LLC Chicago, IL 60606 Since 2002 (since 1999). (8/27/61)

23

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS AND HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Larry W. Martin Vice President Term: Annual Vice President, 156 333 West Wacker Drive and Assistant Length of Service: Assistant Secretary and Chicago, IL 60606 Secretary Since 1988 Assistant General (7/27/51) Counsel of Nuveen Investments, LLC; Vice President, Assistant General Counsel and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002); previously, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2)

-------------------------------------------------------------------------------- (1) Length of Service indicates the year the individual became an officer of a fund in the Nuveen fund complex. (2) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005. AUDIT COMMITTEE REPORT The audit committee of the Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, and (2) the quality and integrity of the Funds' financial statements, and (3) the independent registered public accounting firms qualifications, performance and independence. In its oversight capacity, the Committee reviews each Fund's annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent and internal auditors to consider their evaluation of each Fund's financial and internal controls. The committee also selects, retains, evaluates and may replace each Fund's independent registered public accounting firm. The committee is currently composed of five Board Members and operates under a 24 written charter adopted and approved by the Board, a copy of which is attached as Appendix A. Each committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, American Stock Exchange, Section 10A of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission. The committee, in discharging its duties, has met with and held discussions with management and each Fund's independent registered public accounting firm. The committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Fund's financial statements were prepared in accordance with generally accepted accounting principles. The committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards ("SAS") No. 61 (Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee Communications). Each Fund's independent registered public accounting firm provided to the committee the written disclosure required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the committee discussed with representatives of the independent registered public accounting firm their firm's independence. As provided in the Audit Committee Charter, it is not the committee's responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund's financial statements are complete and accurate and presented in accordance with generally accepted accounting principles. Based on the committee's review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the committee, the committee has recommended that the Board include the audited financial statements in each Fund's Annual Report. The members of the committee are: Robert P. Bremner Lawrence H. Brown Jack B. Evans William J. Schneider Eugene S. Sunshine 25 AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund ("Adviser Entities") for engagements directly related to the operations and financial reporting of each Fund.

------------------------------------------------------------------------------------------------------------------- AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3) ----------------- ----------------------------------- ---------------- ADVISER AND FUND FUND ADVISER ENTITIES FUND ----------------- --------------- ----------------- ---------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED 2004 2005 2004 2005 2004 2005 2004 2005 ------------------------------------------------------------------------------------------------------------------- New York Dividend...................... $10,148 $10,678 $0 $0 $0 $0 $364 $641 New York Dividend 2.................... 8,680 9,119 0 0 0 0 1,192 566 New York Investment Quality............ 15,050 15,619 0 0 0 0 364 448 New York Value......................... 8,746 9,213 0 0 0 0 364 417 New York Performance Plus.............. 13,628 14,311 0 0 0 0 364 441 New York Quality....................... 18,257 19,079 0 0 0 0 364 464 New York Select........................ 18,041 18,867 0 0 0 0 364 463 Insured New York Dividend.............. 9,504 10,000 0 0 0 0 1,399 608 Insured New York Premium............... 9,816 10,268 0 0 0 0 364 422 Insured New York Tax-Free.............. 7,143 7,526 0 0 0 0 364 645 Real Estate............................ 18,000 19,000 0 0 0 0 3,800 1,014 Diversified Dividend................... 25,000 27,000 0 0 0 0 785 829 Preferred Convertible(6)............... 18,139 19,502 0 0 0 0 7,549 4,731 Preferred Convertible 2(6)............. 21,861 23,698 0 0 0 0 10,296 4,307

------------------------------------------------------------------------------------------------ TAX FEES(3) ALL OTHER FEES(4) ----------------- ----------------------------------- ADVISER AND ADVISER AND ADVISER ENTITIES FUND ADVISER ENTITIES ----------------- --------------- ----------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED 2004 2005 2004 2005 2004 2005 ------------------------------------------------------------------------------------------------ New York Dividend...................... $0 $282,575 $2,500 $2,750 $0 $0 New York Dividend 2.................... 0 282,575 2,500 2,750 0 0 New York Investment Quality............ 0 282,575 2,500 2,750 0 0 New York Value......................... 0 282,575 0 0 0 0 New York Performance Plus.............. 0 282,575 2,500 2,750 0 0 New York Quality....................... 0 282,575 2,500 2,750 0 0 New York Select........................ 0 282,575 2,500 2,750 0 0 Insured New York Dividend.............. 0 282,575 2,500 2,750 0 0 Insured New York Premium............... 0 282,575 2,500 2,750 0 0 Insured New York Tax-Free.............. 0 282,575 2,500 2,750 0 0 Real Estate............................ 0 282,575 3,550 3,750 0 0 Diversified Dividend................... 0 282,575 900 900 0 0 Preferred Convertible(6)............... 0 282,575 3,450 3,750 0 0 Preferred Convertible 2(6)............. 0 282,575 2,600 3,750 0 0

26

------------------------------------------------------------------------------------------------------------------- AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3) ----------------- ----------------------------------- ---------------- ADVISER AND FUND FUND ADVISER ENTITIES FUND ----------------- --------------- ----------------- ---------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED 2004 2005 2004 2005 2004 2005 2004 2005 ------------------------------------------------------------------------------------------------------------------- Quality Preferred(6)................... $17,026 $18,494 $0 $0 $0 $0 $4,740 $2,386 Quality Preferred 2(6)................. 26,088 28,211 0 0 0 0 9,098 3,823 Quality Preferred 3(6)................. 10,886 11,795 0 0 0 0 1,788 1,393 Tax-Advantaged (5)..................... 39,500 21,600 0 0 0 0 0 822

------------------------------------------------------------------------------------------------ TAX FEES(3) ALL OTHER FEES(4) ----------------- ----------------------------------- ADVISER AND ADVISER AND ADVISER ENTITIES FUND ADVISER ENTITIES ----------------- --------------- ----------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED 2004 2005 2004 2005 2004 2005 ------------------------------------------------------------------------------------------------ Quality Preferred(6)................... $0 $282,575 $3,450 $3,750 $0 $0 Quality Preferred 2(6)................. 0 282,575 3,450 3,750 0 0 Quality Preferred 3(6)................. 0 282,575 3,450 3,750 0 0 Tax-Advantaged (5)..................... 0 282,575 15 900 0 0

-------------------------------------------------------------------------------- (1) "Audit Fees" are the aggregate fees billed for professional services for the audit of the Fund's annual financial statements and services provided in connection with statutory and regulatory filings or engagements. (2) "Audit Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." (3) "Tax Fees" are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. (4) "All Other Fees" are the aggregate fees billed for products and services other than "Audit Fees," "Audit Related Fees" and "Tax Fees." (5) "Audit Fees" for 2004 have been revised to include fees paid for the audit of registration statements for common, preferred, note offerings. (6) Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3 changed their fiscal year end from July 31 to December 31, effective August 1, 2004. The amounts shown above are for the fiscal years August 1, 2003 to July 31, 2004 and January 1, 2005 to December 31, 2005. For the fiscal period August 1, 2004 to December 31, 2004, the following fees were billed:

AUDIT FEES AUDIT RELATED FEES TAX FEES ALL OTHER FEES ---------- ----------------------- ------------------------- ------------------------- ADVISER AND ADVISER AND ADVISER AND ADVISER ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES FUND ENTITIES ---------------------------------------------------------------------------------------------------------------------- Preferred Convertible... $18,139 $0 $0 $ 855 $0 $1,800 $0 Preferred Convertible 2...................... 21,861 0 0 894 0 1,800 0 Quality Preferred....... 17,026 0 0 2,272 0 1,800 0 Quality Preferred 2..... 26,088 0 0 3,676 0 1,800 0 Quality Preferred 3..... 10,886 0 0 1,321 0 1,800 0

27 NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed by Ernst & Young LLP for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund's last two fiscal years.

TOTAL NON-AUDIT FEES BILLED TO ADVISER AND ADVISER ENTITIES (ENGAGEMENTS RELATED DIRECTLY TO THE TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL BILLED TO FUND REPORTING OF FUND)(1) ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FUND ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ------------------------------------------------------------------------------------------------------------- New York Dividend..................................... $2,864 $3,391 $0 $282,575 New York Dividend 2................................... 3,692 3,316 0 282,575 New York Investment Quality........................... 2,864 3,198 0 282,575 New York Value........................................ 364 417 0 282,575 New York Performance Plus............................. 2,864 3,191 0 282,575 New York Quality...................................... 2,864 3,214 0 282,575 New York Select....................................... 2,864 3,213 0 282,575 Insured New York Dividend............................. 3,899 3,358 0 282,575 Insured New York Premium.............................. 2,864 3,172 0 282,575 Insured New York Tax-Free............................. 2,864 3,395 0 282,575 Real Estate........................................... 7,350 4,764 0 282,575 Diversified Dividend.................................. 1,685 1,729 0 282,575 Preferred Convertible(2).............................. 10,999 8,481 0 282,575 Preferred Convertible 2(2)............................ 12,896 8,057 0 282,575 Quality Preferred(2).................................. 8,190 6,136 0 282,575 Quality Preferred 2(2)................................ 12,548 7,573 0 282,575 Quality Preferred 3(2)................................ 5,238 5,143 0 282,575 Tax-Advantaged........................................ 15 1,722 0 282,575

TOTAL NON-AUDIT FEES BILLED TO ADVISER AND ADVISER ENTITIES (ALL OTHER ENGAGEMENTS) TOTAL ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FUND ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ------------------------------------------------------ ----------------------------------------------------- New York Dividend..................................... $0 $0 $2,864 $285,966 New York Dividend 2................................... 0 0 3,692 285,891 New York Investment Quality........................... 0 0 2,864 285,773 New York Value........................................ 0 0 364 282,992 New York Performance Plus............................. 0 0 2,864 285,766 New York Quality...................................... 0 0 2,864 285,789 New York Select....................................... 0 0 2,864 285,788 Insured New York Dividend............................. 0 0 3,899 285,933 Insured New York Premium.............................. 0 0 2,864 285,747 Insured New York Tax-Free............................. 0 0 2,864 285,970 Real Estate........................................... 0 0 7,350 287,339 Diversified Dividend.................................. 0 0 1,685 284,304 Preferred Convertible(2).............................. 0 0 10,999 291,056 Preferred Convertible 2(2)............................ 0 0 12,896 290,632 Quality Preferred(2).................................. 0 0 8,190 288,711 Quality Preferred 2(2)................................ 0 0 12,548 290,148 Quality Preferred 3(2)................................ 0 0 5,238 287,718 Tax-Advantaged........................................ 0 0 15 284,297

-------------------------------------------------------------------------------- 28 (1) The "Total Non-Audit Fees Billed to Adviser and Adviser Entities" include "Tax Fees" billed to Adviser in the amount of $282,575 from the Audit and Related Fees table. (2) Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3 changed their fiscal year end from July 31 to December 31, effective August 1, 2004. The amounts shown above are for the fiscal years August 1, 2003 to July 31, 2004 and January 1, 2005 to December 31, 2005. For the fiscal period August 1, 2004 to December 31, 2004, the following fees were billed:

TOTAL NON-AUDIT FEES BILLED TO ADVISER AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISER AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES (ALL FUND BILLED TO FUND REPORTING OF FUND OTHER ENGAGEMENTS) TOTAL ------------------------------------------------------------------------------------------------------------ Preferred Convertible... $2,655 $0 $0 $2,655 Preferred Convertible 2...................... 2,694 0 0 2,694 Quality Preferred....... 4,072 0 0 4,072 Quality Preferred 2..... 5,476 0 0 5,476 Quality Preferred 3..... 3,121 0 0 3,121

29 AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit committee must approve each Fund's independent auditor's engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firms for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000. For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the audit committee approved in advance all audit services and non-audit services that Ernst & Young LLP provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by Ernst & Young LLP to each Fund or the Adviser or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. ADDITIONAL INFORMATION APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Each Board has appointed Ernst & Young LLP, independent registered public accounting firm, as independent auditors to audit the books and records of each Fund for its fiscal year. A representative of Ernst & Young LLP will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders' questions. Ernst & Young LLP has informed each Fund that it has no direct or indirect material financial interest in each Fund, Nuveen, the Adviser or any other investment company sponsored by Nuveen. SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of a Fund's equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund's shares with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange or American Stock Exchange, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, investment adviser and affiliated persons of the investment adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year, except that with respect to Real Estate, Preferred Convertible and Quality Preferred 2, Mr. Evans made a late filing on Form 4 in 2004. With respect to Real Estate, 30 Diversified Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3, the Adviser made an amended Form 3 filing in 2004 disclosing shares representing the initial capital provided by the Adviser. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund's equity securities. INFORMATION ABOUT THE ADVISER The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in 1898, Nuveen and its affiliates had $136 billion of assets under management as of December 31, 2005. Nuveen is a publicly-traded company and is listed on the New York Stock Exchange and trades under the symbol "JNC". SHAREHOLDER PROPOSALS To be considered for presentation at the annual meeting of shareholders of the Funds to be held in 2007, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than October 16, 2006. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must submit such written notice to the Fund not later than December 30, 2006. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement. SHAREHOLDER COMMUNICATIONS Fund shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member it will be sent to the chair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. 31 FISCAL YEAR The last fiscal year end for the New York Funds was September 30, 2005. The last fiscal year end for Real Estate, Diversified Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged was December 31, 2005. ANNUAL REPORT DELIVERY Annual reports will be sent to shareholders of record of each Fund following each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Please note that only one annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meetings. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund. A list of shareholders entitled to be present and to vote at each Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Annual Meeting. Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. Jessica R. Droeger Vice President and Secretary February 13, 2006 32 APPENDIX A NUVEEN FUND BOARD AUDIT COMMITTEE CHARTER 1 January 2005 I. ORGANIZATION AND MEMBERSHIP There shall be a committee of each Board of Directors/Trustees (the "Board") of the Nuveen Management Investment Companies (the "Funds" or, individually, a "Fund") to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/ Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the New York Stock Exchange, the American Stock Exchange, Section 10A of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission"). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/Trustees, exercising their business judgment (this person may also serve as the Audit Committee's "financial expert" as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies. II. STATEMENT OF POLICY, PURPOSE AND PROCESSES The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds' compliance with legal and regulatory requirements, (4) the independent auditors' qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors. In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds' internal auditor, and the Funds' independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as A-1 required by the Commission to be included in the Fund's annual proxy statements or otherwise. The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund, compensation to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds' independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members. RESPONSIBILITIES Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control. The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. The Audit Committee responsibilities may not be delegated to any other Committee or the Board. The Audit Committee is responsible for the following: With respect to Fund financial statements: 1. Reviewing and discussing the annual audited financial statements and semi-annual financial statements with Fund management and the independent auditors including major issues regarding accounting and auditing principles and practices, and the Funds' disclosures in its periodic reports under "Management's Discussion and Analysis." 2. Requiring the independent auditors to deliver to the Chairman of the Audit Committee a timely report on any issues relating to the significant accounting policies, management judgments and accounting estimates or other matters that would need to be communicated under Statement on Auditing Standards (SAS) No. 90, Audit Committee Communications (which amended SAS No. 61, Communication with Audit Committees), that arise during the auditors' review of the Funds' financial statements, which information the Chairman shall further communicate to the other members of the Audit Committee, as deemed necessary or appropriate in the Chairman's judgment. A-2 3. Discussing with management the Funds' press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally, consisting of discussing the types of information to be disclosed and the types of presentations to be made. The Chairman of the Audit Committee shall be authorized to have these discussions with management on behalf of the Audit Committee. 4. Discussing with management and the independent auditors (a) significant financial reporting issues and judgments made in connection with the preparation and presentation of the Funds' financial statements, including any significant changes in the Funds' selection or application of accounting principles and any major issues as to the adequacy of the Funds' internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by Fund management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. 5. Discussing with management and the independent auditors the effect of regulatory and accounting initiatives on the Funds' financial statements. 6. Reviewing and discussing reports, both written and oral, from the independent auditors and/or Fund management regarding (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments and disclosures, and the treatment preferred by the independent auditors; and (c) other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences. 7. Discussing with Fund management the Funds' major financial risk exposures and the steps management has taken to monitor and control these exposures, including the Funds' risk assessment and risk management policies and guidelines. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. 8. Reviewing disclosures made to the Audit Committee by the Funds' principal executive officer and principal financial officer during their certification process for the Funds' periodic reports about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Funds' internal controls. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to deficiencies in internal controls, material weaknesses, or any fraud associated with internal controls. A-3 With respect to the independent auditors: 1. Selecting, appointing, retaining or replacing the independent auditors, subject, if applicable, only to Board and shareholder ratification; and compensating, evaluating and overseeing the work of the independent auditor (including the resolution of disagreements between Fund management and the independent auditor regarding financial reporting). 2. Meeting with the independent auditors and Fund management to review the scope, fees, audit plans and staffing for the audit, for the current year. At the conclusion of the audit, reviewing such audit results, including the independent auditors' evaluation of the Funds' financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and management's response, including any restrictions on the scope of the independent auditor's activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm's national office regarding auditing or accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors. 3. Pre-approving all audit services and permitted non-audit services, and the terms thereof, to be performed for the Funds by their independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A of the Exchange Act that the Audit Committee approves prior to the completion of the audit, in accordance with any policies or procedures relating thereto as adopted by the Board or the Audit Committee. The Chairman of the Audit Committee shall be authorized to give pre-approvals of such non-audit services on behalf of the Audit Committee. 4. Obtaining and reviewing a report or reports from the independent auditors at least annually (including a formal written statement delineating all relationships between the auditors and the Funds consistent with Independent Standards Board Standard 1, as may be amended, restated, modified or replaced) regarding (a) the independent auditor's internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the independent auditor and the Funds and their affiliates, in order to assist the Audit committee in assessing the auditor's independence. After reviewing the foregoing report[s] and the independent auditor's work throughout the year, the Audit Committee shall be responsible for evaluating the qualifications, performance and independence of the independent auditor and their compliance with all applicable requirements for independence and peer review, and a review and evaluation of the lead partner, taking into account the opinions of Fund management and the internal auditors, and discussing such reports with the A-4 independent auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board. 5. Reviewing any reports from the independent auditors mandated by Section 10A(b) of the Exchange Act regarding any illegal act detected by the independent auditor (whether or not perceived to have a material effect on the Funds' financial statements) and obtaining from the independent auditors any information about illegal acts in accordance with Section 10A(b). 6. Ensuring the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, and further considering the rotation of the independent auditor firm itself. 7. Establishing and recommending to the Board for ratification policies for the Funds', Fund management or the Fund adviser's hiring of employees or former employees of the independent auditor who participated in the audits of the Funds. 8. Taking, or recommending that the Board take, appropriate action to oversee the independence of the outside auditor. With respect to any internal auditor: 1. Reviewing the proposed programs of the internal auditor for the coming year. It is not the obligation or responsibility of the Audit Committee to confirm the independence of any Nuveen internal auditors performing services relating to the Funds or to approve any termination or replacement of the Nuveen Manager of Internal Audit. 2. Receiving a summary of findings from any completed internal audits pertaining to the Funds and a progress report on the proposed internal audit plan for the Funds, with explanations for significant deviations from the original plan. With respect to pricing and valuation oversight: 1. The Board has responsibilities regarding the pricing of a Fund's securities under the 1940 Act. The Board has delegated this responsibility to the Committee to address valuation issues that arise between Board meetings, subject to the Board's general supervision of such actions. The Committee is primarily responsible for the oversight of the Pricing Procedures and actions taken by the internal Valuation Group ("Valuation Matters"). The Valuation Group will report on Valuation Matters to the Committee and/or the Board of Directors/Trustees, as appropriate. 2. Performing all duties assigned to it under the Funds' Pricing Procedures, as such may be amended from time to time. 3. Periodically reviewing and making recommendations regarding modifications to the Pricing Procedures as well as consider recommendations by the Valuation Group regarding the Pricing Procedures. A-5 4. Reviewing any issues relating to the valuation of a Fund's securities brought to the Committee's attention, including suspensions in pricing, pricing irregularities, price overrides, self-pricing, NAV errors and corrections thereto, and other pricing matters. In this regard, the Committee should consider the risks to the Funds in assessing the possible resolutions of these Valuation Matters. 5. Evaluating, as its deems necessary or appropriate, the performance of any pricing agent and recommend changes thereto to the full Board. 6. Reviewing any reports or comments from examinations by regulatory authorities relating to Valuation Matters of the Funds and consider management's responses to any such comments and, to the extent the Committee deems necessary or appropriate, propose to management and/or the full Board the modification of the Fund's policies and procedures relating to such matters. The Committee, if deemed necessary or desirable, may also meet with regulators. 7. Meeting with members of management of the Funds, outside counsel, or others in fulfilling its duties hereunder, including assessing the continued appropriateness and adequacy of the Pricing Procedures, eliciting any recommendations for improvements of such procedures or other Valuation Matters, and assessing the possible resolutions of issues regarding Valuation Matters brought to its attention. 8. Performing any special review, investigations or oversight responsibilities relating to Valuation as requested by the Board of Directors/Trustees. 9. Investigating or initiating an investigation of reports of improprieties or suspected improprieties in connection with the Fund's policies and procedures relating to Valuation Matters not otherwise assigned to another Board committee. Other responsibilities: 1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund adviser's counsel and independent counsel to the Board legal matters that may have a material impact on the Fund's financial statements or compliance policies. 2. Receiving and reviewing periodic or special reports issued on exposure/ controls, irregularities and control failures related to the Funds. 3. Reviewing with the independent auditors, with any internal auditor and with Fund management, the adequacy and effectiveness of the accounting and financial controls of the Funds, and eliciting any recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions or procedures that might be deemed illegal or otherwise improper. 4. Reviewing the reports of examinations by regulatory authorities as they relate to financial statement matters. A-6 5. Discussing with management and the independent auditor any correspondence with regulators or governmental agencies that raises material issues regarding the Funds' financial statements or accounting policies. 6. Obtaining reports from management with respect to the Funds' policies and procedures regarding compliance with applicable laws and regulations. 7. Reporting regularly to the Board on the results of the activities of the Audit Committee, including any issues that arise with respect to the quality or integrity of the Funds' financial statements, the Funds' compliance with legal or regulatory requirements, the performance and independence of the Funds' independent auditors, or the performance of the internal audit function. 8. Performing any special reviews, investigations or oversight responsibilities requested by the Board. 9. Reviewing and reassessing annually the adequacy of this charter and recommending to the Board approval of any proposed changes deemed necessary or advisable by the Audit Committee. 10. Undertaking an annual review of the performance of the Audit Committee. 11. Establishing procedures for the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of Fund management, the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds. Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds' financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations. A-7 [NUVEEN INVESTMENTS LOGO] Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com NAN0306 (NUVEEN LOGO) NUVEEN INVESTMENTS Nuveen Investments 333 West Wacker Dr. Chicago, IL 60606 www.nuveen.com 999 999 999 999 99 [INSERT FUND NAME] Common Shares 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions. 2. On the Internet at www.proxyweb.com and follow the simple instructions. 3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope. THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 29, 2006. The Annual Meeting of shareholders will be held in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, March 29, 2006 at 9:30 a.m., Chicago time. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on March 29, 2006 or any adjournment or adjournments thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com). Date: --------------------------------- SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box) --------------------------------------- --------------------------------------- NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD. Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. 1. Election of Board Members: (01) Robert P. Bremner (04) William C. Hunter (06) Judith M. Stockdale FOR NOMINEES WITHHOLD (02) Lawrence H. Brown (05) David J. Kundert (07) Eugene S. Sunshine listed at left AUTHORITY (03) Jack B. Evans (except as marked to vote for all to the contrary) nominees listed [ ] at left [ ] (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.) ------------------------------------------------------------------- (NUVEEN LOGO) NUVEEN INVESTMENTS Nuveen Investments 333 West Wacker Dr. Chicago, IL 60606 www.nuveen.com 999 999 999 999 99 [INSERT FUND NAME] MUNIPREFERRED 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions. 2. On the Internet at www.proxyweb.com and follow the simple instructions. 3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope. THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 29, 2006. The Annual Meeting of shareholders will be held in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, March 29, 2006 at 9:30 a.m., Chicago time. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on March 29, 2006 or any adjournment or adjournments thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.com). Date: --------------------------------- SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box) --------------------------------------- --------------------------------------- NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD. Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. 1. Election of Board Members: (01) Robert P. Bremner (04) William C. Hunter (08) Judith M. Stockdale FOR NOMINEES WITHHOLD (02) Lawrence H. Brown (05) David J. Kundert (09) Eugene S. Sunshine listed at left AUTHORITY (03) Jack B. Evans (06) William J. Schneider (except as marked to vote for all (07) Timothy R. Schwertfeger to the contrary) nominees listed [ ] at left [ ] (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.) -------------------------------------------------------------------